Gregory Orenstein - 07 Jan 2022 Form 4 Insider Report for nCino OpCo, Inc.

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated November 16, 2021 (the "Merger Agreement"), by and among the Issuer, Penny HoldCo, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Parent"), SimpleNexus, LLC, a Utah limited liability company (the "SimpleNexus"), and certain other parties, effective January 7, 2022, among other things: (i) the Issuer merged with a merger sub and survived such merger as a wholly owned subsidiary of Parent (the "nCino Merger"); (ii) certain blocker merger sub entities merged with and into the respective corresponding blocker entity, with each of the respective blocker entities surviving as a wholly owned subsidiary of Parent; (iii) SimpleNexus merged with a separate merger sub and survived such merger as a wholly owned indirect subsidiary of Parent (the mergers contemplated in clauses (i) - (iii) hereof, collectively, the "Mergers"). Upon completion of the Mergers, Parent changed its name to nCino, Inc.

Footnote F2

Pursuant to the Merger Agreement, at the effective time of the nCino Merger (the "Effective Time"), these shares of the Issuer's common stock, par value $0.0005 per share, ("Shares") converted automatically into an equivalent number of shares of common stock, par value $0.0005 per share, of Parent ("Parent Shares"). As of January 7, 2022, the closing market price of the Shares was $50.82.

Footnote F3

Pursuant to the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") converted automatically into an award of an equivalent number of Parent restricted stock units on substantially the same terms and conditions (including vesting and delivery schedule) as applied to such RSU immediately prior to the Effective Time.

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, these options converted automatically into an equivalent number of options to purchase Parent Shares on substantially the same terms and conditions (including vesting schedule and per share exercise price) as applied to such options immediately prior to the Effective Time.

Footnote F5

Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 35,000 RSUs that vest in four equal annual installments starting on August 1, 2020, subject to the reporting person's continued employment through the applicable vesting date.

Footnote F6

Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 70,688 RSU that vest in four equal annual installments starting on June 8, 2021, subject to the reporting person's continued employment through the applicable vesting date.

Footnote F7

This option is currently exercisable.